0000921895-11-002047.txt : 20111031 0000921895-11-002047.hdr.sgml : 20111031 20111031172705 ACCESSION NUMBER: 0000921895-11-002047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111031 DATE AS OF CHANGE: 20111031 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGIS CORP CENTRAL INDEX KEY: 0000716643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410749934 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42627 FILM NUMBER: 111169120 BUSINESS ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 9529477777 MAIL ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da206297096_10272011.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da206297096_10272011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Regis Corporation
(Name of Issuer)

Common Stock, par value $0.05 per share
(Title of Class of Securities)

758932107
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
599 Lexington Avenue, 19th Floor
New York, New York 10022
(212) 845-7977
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 27, 2011
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,935,882*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,935,882*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,935,882*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
CO
 

* Includes Shares underlying certain convertible senior notes.

 
2

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
926,580*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
926,580*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
926,580*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%
14
TYPE OF REPORTING PERSON
 
OO
 

* Includes Shares underlying certain convertible senior notes.

 
3

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,112,462*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,112,462*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,462*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
PN
 

* Includes Shares underlying certain convertible senior notes.

 
4

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,112,462*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,112,462*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,462*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
OO
 

* Includes Shares underlying certain convertible senior notes.

 
5

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,112,462*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,112,462*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,462*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
PN
 

* Includes Shares underlying certain convertible senior notes.

 
6

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,112,462*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,112,462*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,462*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
OO
 

* Includes Shares underlying certain convertible senior notes.

 
7

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,112,462*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,112,462*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,462*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
IN
 

* Includes Shares underlying certain convertible senior notes.

 
8

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
MARK MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,112,462*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,112,462*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,462*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
IN
 

* Includes Shares underlying certain convertible senior notes.

 
9

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,112,462*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,112,462*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,112,462*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
IN
 

* Includes Shares underlying certain convertible senior notes.

 
10

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
JAMES P. FOGARTY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,800
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,800
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,800
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
11

 
CUSIP NO. 758932107
 
1
NAME OF REPORTING PERSON
 
DAVID P. WILLIAMS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
12

 
CUSIP NO. 758932107
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
In connection with the election of all three of Starboard’s director nominees, James P. Fogarty, Jeffrey C. Smith and David P. Williams, to the Board of Directors of the Issuer at the 2011 annual meeting of shareholders held on October 27, 2011 (the “2011 Annual Meeting”), as described in further detail in Item 4 below, Messrs. Fogarty and Williams are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2.  The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.  Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 1,935,882 Shares beneficially owned by Starboard V&O Fund is approximately $29,211,137, excluding brokerage commissions.  Such aggregate purchase price includes $6,549,440, which is the purchase price of $5,727,000 principal amount of Notes (as defined below) convertible into 370,380 Shares.  The aggregate purchase price of the 926,580 Shares beneficially owned by Starboard LLC is approximately $14,132,960, excluding brokerage commissions.  Such aggregate purchase price includes $3,663,856, which is the purchase price of $3,202,000 principal amount of Notes convertible into 207,082 Shares.  The aggregate purchase price of the 250,000 Shares held in the Starboard Value LP Account is approximately $3,802,387, excluding brokerage commissions.
 
The Shares purchased by each of Messrs. Fogarty and Williams were purchased with personal funds in open market purchases.  The aggregate purchase price of the 1,800 Shares directly owned by Mr. Fogarty is $25,200, excluding brokerage commissions.  The aggregate purchase price of the 2,000 Shares directly owned by Mr. Williams is $30,200, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On October 27, 2011, the Issuer announced that based on preliminary results from the 2011 Annual Meeting, the shareholders of the Issuer have elected all three of Starboard’s director nominees, James P. Fogarty, Jeffrey C. Smith and David P. Williams, to the Board of Directors of the Issuer.  Based upon the preliminary voting results released by the Independent Inspectors of Election on October 31, 2011, of the 51,345,110 shares voted at the 2011 Annual Meeting, approximately 76.5% of such shares were voted for the election of Mr. Fogarty, approximately 83.3% of such shares were voted for the election of Mr. Smith, and approximately 70.2% of such shares were voted for the election of Mr. Williams.
 
 
13

 
CUSIP NO. 758932107
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) - 5(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is calculated using as the numerator the respective Shares held by each Reporting Person, including Shares issuable upon conversion of the Notes, and as the denominator 57,727,843 Shares outstanding, as of August 30, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement for the 2011 Annual Meeting, filed with the SEC on October 3, 2011 plus the number of Shares issuable upon conversion of the Notes held by such Reporting Person.
 
A.
Starboard V&O Fund
 
 
(a)
As of the close of business on October 28, 2011, Starboard V&O Fund beneficially owned 1,935,882 Shares, including 370,380 Shares underlying the Notes.
 
Percentage: Approximately 3.3%.
 
 
(b)
1. Sole power to vote or direct vote: 1,935,882
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,935,882
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard V&O Fund has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
B.
Starboard LLC
 
 
(a)
As of the close of business on October 28, 2011, Starboard LLC beneficially owned 926,580 Shares, including 207,082 Shares underlying the Notes.
 
Percentage: Approximately 1.6%.
 
 
(b)
1. Sole power to vote or direct vote: 926,580
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 926,580
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard LLC has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
C.
Starboard Value LP
 
 
(a)
As of the close of business on October 28, 2011, 250,000 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund and (ii) 926,580 Shares owned by Starboard LLC.
 
Percentage: Approximately 5.4%.
 
 
14

 
CUSIP NO. 758932107
 
 
(b)
1. Sole power to vote or direct vote: 3,112,462
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,112,462
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard Value LP has not directly entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares through the Starboard Value LP Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
D.
Starboard Value GP
 
 
(a)
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund, (ii) 926,580 Shares owned by Starboard LLC and (iii) 250,000 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 5.4%.
 
 
(b)
1. Sole power to vote or direct vote: 3,112,462
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,112,462
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares through the Starboard Value LP Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
E.
Principal Co
 
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund, (ii) 926,580 Shares owned by Starboard LLC and (iii) 250,000 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 5.4%.
 
 
(b)
1. Sole power to vote or direct vote: 3,112,462
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,112,462
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares through the Starboard Value LP Managed Account since the filing of Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
15

 
CUSIP NO. 758932107
 
F.
Principal GP
 
 
(a)
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund, (ii) 926,580 Shares owned by Starboard LLC and (iii) 250,000 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 5.4%.
 
 
(b)
1. Sole power to vote or direct vote: 3,112,462
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,112,462
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares through the Starboard Value LP Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
G.
Messrs. Smith, Mitchell and Feld
 
 
(a)
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,935,882 Shares owned by Starboard V&O Fund, (ii) 926,580 Shares owned by Starboard LLC and (iii) 250,000 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 5.4%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,112,462
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,112,462

 
(c)
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares through the Starboard Value LP Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
H.
Mr. Fogarty
 
 
(a)
As of the close of business on October 28, 2011, Mr. Fogarty directly owned 1,800 Shares.  Mr. Fogarty, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Mr. Fogarty disclaims beneficial ownership of such Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 1,800
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,800
 
4. Shared power to dispose or direct the disposition: 0
 
 
16

 
CUSIP NO. 758932107
 
 
(c)
Mr. Fogarty has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
I.
Mr. Williams
 
 
(a)
As of the close of business on October 28, 2011, Mr. Williams directly owned 2,000 Shares.  Mr. Williams, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Mr. Williams disclaims beneficial ownership of such Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 2,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Mr. Williams has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On October 31, 2011, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark Mitchell and Peter A. Feld dated October 31, 2011.
 
 
17

 
CUSIP NO. 758932107
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 31, 2011
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC

 
 
By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory

 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark Mitchell, Peter A. Feld, James P. Fogarty and David P. Williams
 
 
18

 
CUSIP NO. 758932107

SCHEDULE A
 
Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D
 
Shares of Common Stock
Purchased
Price Per
Share($)
Date of
Purchase

STARBOARD VALUE LP (Through the Starboard Value LP Account)

28,586
 
15.8377
10/13/11
21,414
 
15.8172
10/14/11
40,000
 
15.7918
10/17/11

EX-99.1 2 ex991to13da206297096_102711.htm JOINT FILING AGREEMENT ex991to13da206297096_102711.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D originally filed on September 15, 2011 (including additional amendments thereto) with respect to the shares of Common Stock, $0.05 par value, of Regis Corporation, a Minnesota corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  October 31, 2011
 

 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC

 
 
By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory

 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark Mitchell and Peter A. Feld